SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HSU TA LIN (Last) (First) (Middle) C/O H&Q ASIA PACIFIC, SUITE 2018 HUTCHISON HOUSE, 10 HARCOURT RD, CENTRAL (Street) HONG KONG (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Fabrinet [ FN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/20/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	03/04/2011		J(1)	V	2,801	D	$0	3,700	D
Ordinary Shares	03/15/2012		D(2)		5,810	D	$0	3,700	D
Ordinary Shares	08/24/2012		J(3)	V	3,700	D	$0	0	D
Ordinary Shares	03/20/2013		S(4)		2,900,000	D	$13.405(5)	6,257,063	I	By Asia Pacific Growth Fund III, L.P.(6)
Ordinary Shares								36,501(7)	I	By H&Q Asia Pacific, Ltd.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents 2,801 ordinary shares which were transferred from the reporting person to H&Q Asia Pacific, Ltd. ("HQAP") of which entity the reporting person serves as chairman.

2. Represents 5,810 restricted stock units awarded to the reporting person on December 12, 2011 as partial compensation for serving on the issuer's board of directors, which had not vested as of March 15, 2012 and were forfeit upon termination of the reporting person's service as a director on such date.

3. Represents 3,700 ordinary shares which were transferred from the reporting person to HQAP.

4. On March 20, 2013, pursuant to an underwriting agreement entered into on March 14, 2013 (amended on March 20, 2013), among Fabrinet, certain selling shareholders and the underwriters named therein, Asia Pacific Growth Fund III, L.P. ("APGF III") sold 2,900,000 ordinary shares.

5. Represents public offering price of $14.00 per ordinary share less the underwriting discounts and commissions of $0.595 per ordinary share.

6. The reporting person is a member of the investment committee of Asia Pacific Associates III, Ltd., which is the general partner of APGF III. These securities may be deemed directly beneficially owned by APGF III and indirectly beneficially owned by Asia Pacific Associates III, Ltd. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

7. Includes an aggregate of 6,501 ordinary shares transferred to HQAP from reporting person as noted above. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

	/s/ Ta-lin Hsu	03/22/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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